x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Michigan | 38-1465835 | |||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
2801 East Beltline NE, Grand Rapids, Michigan | 49525 | |||
(Address of principal executive offices) | (Zip Code) |
Large Accelerated Filer o | Accelerated Filer x | Non-Accelerated Filer o | Smaller reporting company o |
Class | Outstanding as of March 31, 2012 | |||
Common stock, no par value | 19,715,647 |
PART I.
|
FINANCIAL INFORMATION.
|
Page No. | |
Item 1. |
Financial Statements.
|
||
3 | |||
4 | |||
5 | |||
6 | |||
7 | |||
Item 2. | 14 | ||
Item 3. | 25 | ||
Item 4. | 25 | ||
PART II.
|
OTHER INFORMATION.
|
||
Item 1. |
Legal Proceedings - NONE.
|
||
Item 1A. |
Risk Factors - NONE.
|
||
Item 2. | 26 | ||
Item 3. |
Defaults upon Senior Securities - NONE.
|
||
Item 4. |
Mine Safety Disclosures - NONE.
|
||
Item 5. | 26 | ||
Item 6. | 27 |
March 31,
|
December 31,
|
March 26,
|
||||||||||
2012
|
2011
|
2011
|
||||||||||
ASSETS
|
||||||||||||
CURRENT ASSETS:
|
||||||||||||
Cash and cash equivalents
|
$ | - | $ | 11,305 | $ | - | ||||||
Accounts receivable, net
|
192,427 | 127,316 | 176,970 | |||||||||
Inventories:
|
||||||||||||
Raw materials
|
121,595 | 111,526 | 146,435 | |||||||||
Finished goods
|
96,958 | 83,171 | 97,204 | |||||||||
218,553 | 194,697 | 243,639 | ||||||||||
Assets held for sale
|
- | - | 7,528 | |||||||||
Refundable income taxes
|
2,091 | 3,482 | 3,379 | |||||||||
Other current assets
|
21,661 | 21,394 | 24,526 | |||||||||
TOTAL CURRENT ASSETS
|
434,732 | 358,194 | 456,042 | |||||||||
OTHER ASSETS
|
15,712 | 15,380 | 11,698 | |||||||||
GOODWILL
|
154,702 | 154,702 | 154,702 | |||||||||
INDEFINITE-LIVED INTANGIBLE ASSETS
|
2,340 | 2,340 | 2,340 | |||||||||
OTHER INTANGIBLE ASSETS, net
|
10,200 | 10,924 | 14,492 | |||||||||
PROPERTY, PLANT AND EQUIPMENT:
|
||||||||||||
Property, plant and equipment
|
540,223 | 537,208 | 516,588 | |||||||||
Accumulated depreciation and amortization
|
(318,519 | ) | (314,741 | ) | (299,786 | ) | ||||||
PROPERTY, PLANT AND EQUIPMENT, NET
|
221,704 | 222,467 | 216,802 | |||||||||
TOTAL ASSETS
|
$ | 839,390 | $ | 764,007 | $ | 856,076 | ||||||
LIABILITIES AND EQUITY
|
||||||||||||
CURRENT LIABILITIES:
|
||||||||||||
Cash overdraft
|
$ | 4,282 | $ | - | $ | 41 | ||||||
Accounts payable
|
75,347 | 49,433 | 66,571 | |||||||||
Accrued liabilities:
|
||||||||||||
Compensation and benefits
|
32,666 | 30,920 | 34,821 | |||||||||
Other
|
15,075 | 12,172 | 14,606 | |||||||||
Current portion of long-term debt and capital lease obligations
|
42,774 | 40,270 | 74,647 | |||||||||
TOTAL CURRENT LIABILITIES
|
170,144 | 132,795 | 190,686 | |||||||||
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS, less current portion
|
43,668 | 12,200 | 52,474 | |||||||||
DEFERRED INCOME TAXES
|
19,008 | 19,049 | 20,506 | |||||||||
OTHER LIABILITIES
|
16,104 | 17,364 | 12,512 | |||||||||
TOTAL LIABILITIES
|
248,924 | 181,408 | 276,178 | |||||||||
EQUITY:
|
||||||||||||
Controlling interest shareholders' equity:
|
||||||||||||
Preferred stock, no par value; shares authorized 1,000,000;issued and outstanding, none
|
||||||||||||
Common stock, no par value; shares authorized 40,000,000;issued and outstanding 19,715,647, 19,623,803 and 19,524,953
|
$ | 19,716 | $ | 19,624 | $ | 19,525 | ||||||
Additional paid-in capital
|
146,523 | 143,988 | 140,083 | |||||||||
Retained earnings
|
415,003 | 410,848 | 410,438 | |||||||||
Accumulated other comprehensive earnings
|
4,234 | 3,600 | 4,704 | |||||||||
Employee stock notes receivable
|
(1,080 | ) | (1,255 | ) | (1,493 | ) | ||||||
584,396 | 576,805 | 573,257 | ||||||||||
Noncontrolling interest
|
6,070 | 5,794 | 6,641 | |||||||||
TOTAL EQUITY
|
590,466 | 582,599 | 579,898 | |||||||||
TOTAL LIABILITIES AND EQUITY
|
$ | 839,390 | $ | 764,007 | $ | 856,076 |
Three Months Ended
|
||||||||
March 31,
|
March 26,
|
|||||||
2012
|
2011
|
|||||||
NET SALES
|
$ | 457,111 | $ | 387,233 | ||||
COST OF GOODS SOLD
|
403,445 | 345,819 | ||||||
GROSS PROFIT
|
53,666 | 41,414 | ||||||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
|
45,778 | 46,488 | ||||||
NET LOSS ON DISPOSITION OF ASSETS,EARLY RETIREMENT, AND OTHER IMPAIRMENT AND EXIT CHARGES
|
95 | 7 | ||||||
EARNINGS (LOSS) FROM OPERATIONS
|
7,793 | (5,081 | ) | |||||
INTEREST EXPENSE
|
1,011 | 883 | ||||||
INTEREST INCOME
|
(241 | ) | (248 | ) | ||||
EQUITY IN EARNINGS OF INVESTEE
|
(62 | ) | (17 | ) | ||||
708 | 618 | |||||||
EARNINGS (LOSS) BEFORE INCOME TAXES
|
7,085 | (5,699 | ) | |||||
INCOME TAXES (BENEFIT)
|
2,699 | (2,287 | ) | |||||
NET EARNINGS (LOSS)
|
4,386 | (3,412 | ) | |||||
LESS NET EARNINGS ATTRIBUTABLE TO NONCONTROLLING INTEREST
|
(231 | ) | (258 | ) | ||||
NET EARNINGS (LOSS) ATTRIBUTABLE TO CONTROLLING INTEREST
|
$ | 4,155 | $ | (3,670 | ) | |||
EARNINGS (LOSS) PER SHARE - BASIC
|
$ | 0.21 | $ | (0.19 | ) | |||
EARNINGS (LOSS) PER SHARE - DILUTED
|
$ | 0.21 | $ | (0.19 | ) | |||
WEIGHTED AVERAGE SHARES OUTSTANDING
|
19,569 | 19,306 | ||||||
WEIGHTED AVERAGE SHARES OUTSTANDING WITH COMMON STOCK EQUIVALENTS
|
19,700 | 19,306 | ||||||
COMPREHENSIVE INCOME (LOSS)
|
$ | 5,444 | $ | (2,702 | ) | |||
LESS COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST
|
(655 | ) | (429 | ) | ||||
COMPREHENSIVE INCOME (LOSS)ATTRIBUTABLE TO CONTROLLING INTEREST
|
$ | 4,789 | $ | (3,131 | ) |
Controlling Interest Shareholders' Equity
|
||||||||||||||||||||||||||||
Common Stock
|
Additional Paid-
In Capital
|
Retained
Earnings
|
Accumulated
Other
Comprehensive
Earnings
|
Employees
Stock Notes
Receivable
|
Noncontrolling
Interest
|
Total
|
||||||||||||||||||||||
Balance at December 25, 2010
|
$ | 19,333 | $ | 138,573 | $ | 414,108 | $ | 4,165 | $ | (1,670 | ) | $ | 6,667 | $ | 581,176 | |||||||||||||
Net loss
|
(3,670 | ) | 258 | (3,412 | ) | |||||||||||||||||||||||
Foreign currency translation adjustment
|
539 | 171 | 710 | |||||||||||||||||||||||||
Purchase of additional noncontrolling interest
|
(100 | ) | (100 | ) | ||||||||||||||||||||||||
Capital contribution from noncontrolling interest
|
40 | 40 | ||||||||||||||||||||||||||
Distributions to noncontrolling interest
|
(395 | ) | (395 | ) | ||||||||||||||||||||||||
Issuance of 24,738 shares under employee stock plans
|
25 | 431 | 456 | |||||||||||||||||||||||||
Issuance of 164,201 shares under stock grant programs
|
164 | (24 | ) | 140 | ||||||||||||||||||||||||
Issuance of 3,213 shares under deferred compensation plans
|
3 | (3 | ) | - | ||||||||||||||||||||||||
Tax benefits from non-qualified stock options exercised
|
152 | 152 | ||||||||||||||||||||||||||
Expense associated with share-based compensation arrangements
|
735 | 735 | ||||||||||||||||||||||||||
Accrued expense under deferred compensation plans
|
231 | 231 | ||||||||||||||||||||||||||
Notes receivable adjustment
|
(12 | ) | 12 | - | ||||||||||||||||||||||||
Payments received on employee stock notes receivable
|
165 | 165 | ||||||||||||||||||||||||||
Balance at March 26, 2011
|
$ | 19,525 | $ | 140,083 | $ | 410,438 | $ | 4,704 | $ | (1,493 | ) | $ | 6,641 | $ | 579,898 | |||||||||||||
Balance at December 31, 2011
|
$ | 19,624 | $ | 143,988 | $ | 410,848 | $ | 3,600 | $ | (1,255 | ) | $ | 5,794 | $ | 582,599 | |||||||||||||
Net earnings
|
4,155 | 231 | 4,386 | |||||||||||||||||||||||||
Foreign currency translation adjustment
|
634 | 424 | 1,058 | |||||||||||||||||||||||||
Distributions to noncontrolling interest
|
(379 | ) | (379 | ) | ||||||||||||||||||||||||
Issuance of 42,287 shares under employee stock plans
|
42 | 994 | 1,036 | |||||||||||||||||||||||||
Issuance of 24,335 shares under stock grant programs
|
25 | 28 | 53 | |||||||||||||||||||||||||
Issuance of 25,222 shares under deferred compensation plans
|
25 | (25 | ) | - | ||||||||||||||||||||||||
Tax benefits from non-qualified stock options exercised
|
103 | 103 | ||||||||||||||||||||||||||
Expense associated with share-based compensation arrangements
|
451 | 451 | ||||||||||||||||||||||||||
Accrued expense under deferred compensation plans
|
984 | 984 | ||||||||||||||||||||||||||
Payments received on employee stock notes receivable
|
175 | 175 | ||||||||||||||||||||||||||
Balance at March 31, 2012
|
$ | 19,716 | $ | 146,523 | $ | 415,003 | $ | 4,234 | $ | (1,080 | ) | $ | 6,070 | $ | 590,466 |
Three Months Ended
|
||||||||
March 31,
|
March 26,
|
|||||||
2012
|
2011
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net earnings (loss) attributable to controlling interest
|
$ | 4,155 | $ | (3,670 | ) | |||
Adjustments to reconcile net earnings (loss) attributable to controlling interest to net cash from operating activities:
|
||||||||
Depreciation
|
7,178 | 6,902 | ||||||
Amortization of intangibles
|
745 | 1,441 | ||||||
Expense associated with share-based compensation arrangements
|
504 | 875 | ||||||
Excess tax benefits from share-based compensation arrangements
|
(12 | ) | (121 | ) | ||||
Deferred income tax credit
|
(50 | ) | (69 | ) | ||||
Net earnings attributable to noncontrolling interest
|
231 | 258 | ||||||
Equity in earnings of investee
|
(62 | ) | (17 | ) | ||||
Net loss on sale or impairment of property, plant and equipment
|
(25 | ) | (142 | ) | ||||
Changes in:
|
||||||||
Accounts receivable
|
(64,829 | ) | (55,869 | ) | ||||
Inventories
|
(23,392 | ) | (53,007 | ) | ||||
Accounts payable
|
25,585 | 7,035 | ||||||
Accrued liabilities and other
|
5,327 | (13,095 | ) | |||||
NET CASH FROM OPERATING ACTIVITIES
|
(44,645 | ) | (109,479 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Purchase of property, plant and equipment
|
(7,860 | ) | (6,309 | ) | ||||
Proceeds from sale of property, plant and equipment
|
2,035 | 177 | ||||||
Purchase of patents
|
(21 | ) | - | |||||
Collections of notes receivable
|
647 | 243 | ||||||
Other, net
|
(302 | ) | 25 | |||||
NET CASH FROM INVESTING ACTIVITIES
|
(5,501 | ) | (5,864 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Net borrowings under revolving credit facilities
|
33,968 | 71,817 | ||||||
Debt issuance costs
|
(81 | ) | - | |||||
Proceeds from issuance of common stock
|
1,036 | 456 | ||||||
Purchase of additional noncontrolling interest
|
- | (100 | ) | |||||
Distributions to noncontrolling interest
|
(379 | ) | (395 | ) | ||||
Capital contribution from noncontrolling interest
|
- | 40 | ||||||
Excess tax benefits from share-based compensation arrangements
|
12 | 121 | ||||||
Other, net
|
3 | - | ||||||
NET CASH FROM FINANCING ACTIVITIES
|
34,559 | 71,939 | ||||||
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
(15,587 | ) | (43,404 | ) | ||||
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
|
11,305 | 43,363 | ||||||
CASH OVERDRAFT, END OF PERIOD
|
$ | (4,282 | ) | $ | (41 | ) | ||
SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION:
|
||||||||
Cash paid during the period for:
|
||||||||
Interest
|
$ | 261 | $ | 250 | ||||
Income taxes
|
3,400 | 1,690 | ||||||
NON-CASH FINANCING ACTIVITIES:
|
||||||||
Common stock issued under deferred compensation plans
|
$ | 851 | $ | 109 |
A.
|
BASIS OF PRESENTATION
|
B.
|
FAIR VALUE
|
March 31, 2012
|
March 26, 2011
|
|||||||
(in thousands)
|
Quoted Prices in
Active Markets
(Level 1)
|
Quoted Prices in
Active Markets
(Level 1)
|
||||||
Recurring:
|
||||||||
Money market funds
|
$ | 99 | $ | 84 | ||||
Mutual funds:
|
||||||||
Domestic stock funds
|
592 | 528 | ||||||
International stock funds
|
494 | 518 | ||||||
Target funds
|
139 | 144 | ||||||
Bond funds
|
110 | 104 | ||||||
Total mutual funds
|
1,335 | 1,294 | ||||||
$ | 1,434 | $ | 1,378 |
C.
|
REVENUE RECOGNITION
|
March 31,
2012
|
December 31,
2011
|
March 26,
2011
|
||||||||||
Cost and Earnings in Excess of Billings
|
$ | 2,752 | $ | 3,670 | $ | 4,927 | ||||||
Billings in Excess of Cost and Earnings
|
1,235 | 2,668 | 1,820 |
D.
|
EARNINGS PER SHARE
|
Three Months Ended March 31, 2012
|
Three Months Ended March 26, 2011
|
|||||||||||||||||||||||
Income
(Numerator)
|
Shares
(Denominator)
|
Per Share Amount
|
Income
(Numerator)
|
Shares
(Denominator)
|
Per Share Amount
|
|||||||||||||||||||
Net Earnings Attributable to Controlling Interest
|
$ | 4,155 | $ | (3,670 | ) | |||||||||||||||||||
EPS – Basic
Income available to common stockholders
|
4,155 | 19,569 | $ | 0.21 | (3,670 | ) | 19,306 | $ | (0.19 | ) | ||||||||||||||
Effect of dilutive securities
|
131 | - | ||||||||||||||||||||||
EPS - Diluted
Income available to common stockholders and assumed options exercised
|
$ | 4,155 | 19,700 | $ | 0.21 | $ | (3,670 | ) | 19,306 | $ | (0.19 | ) |
E.
|
ASSETS HELD FOR SALE AND NET LOSS ON DISPOSITION OF ASSETS AND OTHER IMPAIRMENTS AND EXIT CHARGES
|
|
Included in “Assets held for sale” on our Consolidated Condensed Balance Sheets are certain property, plant and equipment totaling $7.5 million on March 26, 2011. The assets held for sale consist of certain vacant land and facilities we previously closed to better align manufacturing capacity with the current business environment. The fair values were determined based on appraisals or recent offers to acquire assets. These and other idle assets were evaluated based on the requirements of ASC 360, which resulted in impairment and other exit charges included in “Net loss on disposition of assets, early retirement and other impairment and exit charges” for the periods presented below. These amounts include the following, separated by reporting segment (in thousands):
|
Three Months Ended March 31, 2012
|
Three Months Ended March 26, 2011
|
|||||||||||||||||||||||||||||||
Eastern and
Western
|
Site-
Built
|
All
Other
|
Total
|
Eastern and
Western
|
Site-
Built
|
All
Other
|
Total
|
|||||||||||||||||||||||||
Severances and early retirement
|
$ | 84 | $ | 2 | $ | 34 | $ | 120 | $ | 115 | $ | 9 | $ | 24 | $ | 148 | ||||||||||||||||
Property, plant and equipment
|
(36 | ) | (28 | ) | 41 | (23 | ) | (107 | ) | (4 | ) | (30 | ) | (141 | ) | |||||||||||||||||
Loss (gain) on impairment or sale of real estate
|
(2 | ) | (2 | ) | ||||||||||||||||||||||||||||
Total
|
$ | 46 | $ | (26 | ) | $ | 75 | $ | 95 | $ | 8 | $ | 5 | $ | (6 | ) | $ | 7 |
Description
|
Net Book
Value
|
|||
Assets held for sale as of December 25, 2010
|
$ | 2,446 | ||
Additions
|
5,082 | |||
Assets held for sale as of March 26, 2011
|
$ | 7,528 |
F.
|
COMMITMENTS, CONTINGENCIES, AND GUARANTEES
|
G.
|
SEGMENT REPORTING
|
Three Months Ended March 31, 2012
|
||||||||||||||||||||
Eastern and
Western
|
Site-Built
|
All Other
|
Corporate
|
Total
|
||||||||||||||||
Net sales to outside customers
|
$ | 366,837 | $ | 47,543 | $ | 42,731 | $ | - | $ | 457,111 | ||||||||||
Intersegment net sales
|
18,141 | 3,823 | 4,353 | - | 26,317 | |||||||||||||||
Segment operating profit (loss)
|
12,513 | (593 | ) | (1,475 | ) | (2,652 | ) | 7,793 |
Three Months Ended March 26, 2011
|
||||||||||||||||||||
Eastern and
Western
|
Site-Built
|
All Other
|
Corporate
|
Total
|
||||||||||||||||
Net sales to outside customers
|
$ | 319,949 | $ | 36,880 | $ | 30,404 | $ | - | $ | 387,233 | ||||||||||
Intersegment net sales
|
20,610 | 5,841 | 8,537 | - | 34,988 | |||||||||||||||
Segment operating profit (loss)
|
(727 | ) | (2,849 | ) | (1,492 | ) | (13 | ) | (5,081 | ) |
H.
|
SUBSEQUENT EVENT
|
·
|
Our sales increased 18% primarily due to increases in unit sales to all of our markets, primarily due to favorable weather in the first quarter which had a significant impact on our sales in 2012 compared to 2011 when we lost many production days due to inclement weather. In addition, improved customer demand increased sales in all of our markets. During 2012, we believe we gained additional share of the industrial market, achieved in part by adding many new customers. We lost some market share with a major retail customer, primarily in product lines with lower gross margins, which was offset to some extent by gaining share with other customers in a variety of other product lines. Due to our focus on profitability and cash flow and the significant excess capacity of suppliers servicing the residential construction market, we have lost share in that market. We believe we have also maintained our share of the manufactured housing market in the product lines we offer.
|
·
|
The retail building materials market which has been adversely impacted by a decline in consumer demand has started to see a trend up as the economy is beginning to improve and consumer confidence rises combined with favorable weather.
|
·
|
National housing starts increased approximately 26% in the period of December through February of 2012 (our sales trail housing starts by about a month), compared to the same period of 2011.
|
·
|
Shipments of HUD code manufactured homes were up 43% in January and February 2012, compared to the same period of 2011.
|
·
|
Our gross profit percentage increased to 11.7% from 10.7% comparing 2012 to 2011. In addition, our gross profit dollars increased by 30%, which compares favorably to our 17% increase in unit sales.
|
Random Lengths Composite
|
||||||||
Average $/MBF
|
||||||||
2012
|
2011
|
|||||||
January
|
$ | 281 | $ | 301 | ||||
February
|
286 | 296 | ||||||
March
|
300 | 294 | ||||||
First quarter average
|
$ | 289 | $ | 297 | ||||
First quarter percentage change
|
(2.7 | %) |
Random Lengths SYP
|
||||||||
Average $/MBF
|
||||||||
2012
|
2011
|
|||||||
January
|
$ | 269 | $ | 282 | ||||
February
|
278 | 289 | ||||||
March
|
300 | 290 | ||||||
First quarter average
|
$ | 282 | $ | 287 | ||||
First quarter percentage change
|
(1.7 | %) |
●
|
Products with fixed selling prices. These products include value-added products such as decking and fencing sold to retail building materials customers, as well as trusses, wall panels and other components sold to the residential construction market, and most industrial packaging products. Prices for these products are generally fixed at the time of the sales quotation for a specified period of time or are based upon a specific quantity. In order to maintain margins and reduce any exposure to adverse trends in the price of component lumber products, we attempt to lock in costs with our suppliers for these sales commitments. Also, the time period and quantity limitations generally allow us to re-price our products for changes in lumber costs from our suppliers.
|
●
|
Products with selling prices indexed to the reported Lumber Market with a fixed dollar "adder" to cover conversion costs and profits. These products primarily include treated lumber, remanufactured lumber, and trusses sold to the manufactured housing industry. For these products, we estimate the customers' needs and we carry anticipated levels of inventory. Because lumber costs are incurred in advance of final sale prices, subsequent increases or decreases in the market price of lumber impact our gross margins. For these products, our margins are exposed to changes in the trend of lumber prices. As a result of the decline in the housing market and our sales to residential and commercial builders, a greater percentage of our sales fall into this general pricing category. Consequently, we believe our profitability may be impacted to a much greater extent to changes in the trend of lumber prices.
|
●
|
Products with significant inventory levels with low turnover rates, whose selling prices are indexed to the Lumber Market. In other words, the longer the period of time these products remain in inventory, the greater the exposure to changes in the price of lumber. This would include treated lumber, which comprises approximately 17% of our total sales. This exposure is less significant with remanufactured lumber, trusses sold to the manufactured housing market, and other similar products, due to the higher rate of inventory turnover. We attempt to mitigate the risk associated with treated lumber through vendor consignment inventory programs. (Please refer to the “Risk Factors” section of our annual report on form 10-K, filed with the United States Securities and Exchange Commission.)
|
●
|
Products with fixed selling prices sold under long-term supply arrangements, particularly those involving multi-family construction projects. We attempt to mitigate this risk through our purchasing practices by locking in costs.
|
Period 1
|
Period 2
|
|||||||
Lumber cost
|
$ | 300 | $ | 400 | ||||
Conversion cost
|
50 | 50 | ||||||
= Product cost
|
350 | 450 | ||||||
Adder
|
50 | 50 | ||||||
= Sell price
|
$ | 400 | $ | 500 | ||||
Gross margin
|
12.5 | % | 10.0 | % |
For the Three Months Ended
|
||||||||
March 31,
2012
|
March 26,
2011
|
|||||||
Net sales
|
100.0 | % | 100.0 | % | ||||
Cost of goods sold
|
88.3 | 89.3 | ||||||
Gross profit
|
11.7 | 10.7 | ||||||
Selling, general, and administrative expenses
|
10.0 | 12.0 | ||||||
Net loss on disposition of assets, early retirement, and other impairment and exit charges
|
0.0 | 0.0 | ||||||
Earnings (loss) from operations
|
1.7 | (1.3 | ) | |||||
Other expense (revenue)
|
0.2 | 0.2 | ||||||
Earnings (loss) before income taxes
|
1.5 | (1.5 | ) | |||||
Income taxes (benefit)
|
0.6 | (0.6 | ) | |||||
Net earnings
|
1.0 | (0.9 | ) | |||||
Less net earnings attributable to noncontrolling interest
|
(0.1 | ) | (0.1 | ) | ||||
Net earnings (loss) attributable to controlling interest
|
0.9 | % | (1.0 | %) |
●
|
Diversifying our end market sales mix by increasing sales of specialty wood packaging to industrial users, increasing our penetration of the concrete forming market, increasing our sales of engineered wood components for custom home, multi-family, military and light commercial construction, and increasing our market share with independent retailers.
|
●
|
Expanding geographically in our core businesses, domestically and internationally.
|
●
|
Increasing sales of value-added products, which primarily consist of fencing, decking, lattice, and other specialty products sold to the retail building materials market, specialty wood packaging, engineered wood components, and wood alternative products. Wood alternative products consist primarily of composite wood and plastics. Engineered wood components include roof trusses, wall panels, and floor systems. Although we consider the treatment of dimensional lumber with certain chemical preservatives a value-added process, treated lumber is not presently included in the value-added sales totals.
|
●
|
Developing new products and expanding our product offering for existing customers.
|
●
|
Maximizing unit sales growth while achieving return on investment goals.
|
For the Three Months Ended
|
||||||||||||
Market Classification
|
March 31,
2012
|
March 26,
2011
|
%
Change
|
|||||||||
Retail Building Materials
|
$ | 196,871 | $ | 175,265 | 12.3 | |||||||
Residential Construction
|
51,926 | 47,831 | 8.6 | |||||||||
Commercial Construction and Concrete Forming
|
20,206 | 14,652 | 37.9 | |||||||||
Industrial
|
132,307 | 109,427 | 20.9 | |||||||||
Manufactured Housing
|
63,039 | 47,046 | 34.0 | |||||||||
Total Gross Sales
|
464,349 | 394,221 | 17.8 | |||||||||
Sales Allowances
|
(7,238 | ) | (6,988 | ) | ||||||||
Total Net Sales
|
$ | 457,111 | $ | 387,233 | 18.0 |
Three Months Ended
|
||||||||
March 31,
2012
|
March 26,
2011
|
|||||||
Value-Added
|
60.0 | % | 59.3 | % | ||||
Commodity-Based
|
40.0 | % | 40.7 | % |
·
|
Current and projected earnings, cash flow and return on investment
|
·
|
Current and projected market demand
|
·
|
Market share
|
·
|
Competitive factors
|
·
|
Future growth opportunities
|
·
|
Personnel and management
|
Three Months Ended
|
||||||||
March 31, 2012
|
March 26, 2011
|
|||||||
Cash from operating activities
|
$ | (44,645 | ) | $ | (109,479 | ) | ||
Cash from investing activities
|
(5,501 | ) | (5,864 | ) | ||||
Cash from financing activities
|
34,559 | 71,939 | ||||||
Net change in cash and cash equivalents
|
(15,587 | ) | (43,404 | ) | ||||
Cash and cash equivalents, beginning of period
|
11,305 | 43,363 | ||||||
Cash overdraft, end of period
|
$ | (4,282 | ) | $ | (41 | ) |
(a)
|
Evaluation of Disclosure Controls and Procedures. With the participation of management, our chief executive officer and chief financial officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a – 15e and 15d – 15e) as of the quarter ended March 31, 2012 (the “Evaluation Date”), have concluded that, as of such date, our disclosure controls and procedures were effective.
|
(b)
|
Changes in Internal Controls. During the quarter ended March 31, 2012, there were no changes in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
|
Fiscal Month
|
(a)
|
(b)
|
(c)
|
(d)
|
||||||
January 1 – February 4, 2012(1)
|
2,988,229 | |||||||||
February 5 – March 3, 2012
|
2,988,229 | |||||||||
March 4 – March 31, 2012
|
2,988,229 |
|
(a) |
Total number of shares purchased.
|
|
(b)
|
Average price paid per share.
|
|
(c)
|
Total number of shares purchased as part of publicly announced plans or programs.
|
|
(d)
|
Maximum number of shares that may yet be purchased under the plans or programs.
|
(1)
|
On November 14, 2001, the Board of Directors approved a share repurchase program (which succeeded a previous program) allowing us to repurchase up to 2.5 million shares of our common stock. On October 14, 2011, our Board authorized an additional 2 million shares to be repurchased under our share repurchase program. The total number of shares that may be repurchased under the program is almost 3 million shares.
|
31
|
Certifications.
|
(a)
|
Certificate of the Chief Executive Officer of Universal Forest Products, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
|
|
(b)
|
Certificate of the Chief Financial Officer of Universal Forest Products, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
|
32
|
Certifications.
|
|
(a)
|
Certificate of the Chief Executive Officer of Universal Forest Products, Inc., pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
|
|
(b)
|
Certificate of the Chief Financial Officer of Universal Forest Products, Inc., pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
|
101
|
Interactive Data File.
|
|
(INS)
|
XBRL Instance Document.
|
|
(SCH)
|
XBRL Schema Document.
|
|
(CAL)
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
(LAB)
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
(PRE)
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
(DEF)
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
UNIVERSAL FOREST PRODUCTS, INC. | ||
Date: April 30, 2012
|
By:
|
/s/ Matthew J. Missad |
Matthew J. Missad, | ||
Chief Executive Officer and Principal Executive Officer |
Date: April 30, 2012
|
By:
|
/s/ Michael R. Cole |
Michael R. Cole, | ||
Chief Financial Officer, | ||
Principal Financial Officer and | ||
Principal Accounting Officer |
Exhibit No.
|
Description
|
31
|
Certifications.
|
|
Certificate of the Chief Executive Officer of Universal Forest Products, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
|
|
Certificate of the Chief Financial Officer of Universal Forest Products, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
|
32
|
Certifications.
|
|
Certificate of the Chief Executive Officer of Universal Forest Products, Inc., pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
|
|
Certificate of the Chief Financial Officer of Universal Forest Products, Inc., pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).
|
101
|
Interactive Data File.
|
|
(INS)
|
XBRL Instance Document.
|
|
(SCH)
|
XBRL Schema Document.
|
|
(CAL)
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
(LAB)
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
(PRE)
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
(DEF)
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
1.
|
I have reviewed this report on Form 10-Q of Universal Forest Products, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and
|
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: April 30, 2012
|
/s/ Matthew J. Missad |
Matthew J. Missad, | |
Chief Executive Officer and Principal Executive Officer |
1.
|
I have reviewed this report on Form 10-Q of Universal Forest Products, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and
|
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: April 30, 2012
|
/s/ Michael R. Cole
|
Michael R. Cole,
|
|
Chief Financial Officer, | |
Principal Financial Officer and | |
Principal Accounting Officer |
UNIVERSAL FOREST PRODUCTS, INC. | ||
Date: April 30, 2012
|
By:
|
/s/ Matthew J. Missad
|
Matthew J. Missad, | ||
Chief Executive Officer and Principal Executive Officer |
UNIVERSAL FOREST PRODUCTS, INC. | ||
Date: April 30, 2012
|
By:
|
/s/ Michael R. Cole
|
Michael R. Cole, | ||
Chief Financial Officer, | ||
Principal Financial Officer and | ||
Principal Accounting Officer |